exv10w46



 





EXHIBIT 10.46



THIS SECURITY HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD,
ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE AND THE CORPORATION SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF
SUCH EXEMPTION REASONABLY SATISFACTORY TO THE CORPORATION (WHICH MAY INCLUDE, AMONG OTHER
THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION).




WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SAVE THE WORLD AIR, INC.




			
	 
	Los Angeles, California
	 	                                        , 2005






     This is to Certify that, for value received,                                                              (the “Holder”), is
entitled to purchase, subject to the provisions of this Warrant, from Save the World Air, Inc., a
Nevada corporation (the “Company”), at any time on or after date hereof, and not later than 5:00
p.m. Eastern Standard Time, two years after                                         , 2005,                              
           
shares of the Common
Stock, US$.001 par value, of the Company (the “Common Stock”) at a purchase price per share equal
to US$1.00, subject to adjustment as to the number of shares and purchase price as hereinafter set
forth. The shares of the Company’s Common Stock issuable upon the exercise of this Warrant are
called herein the “Warrant Stock.” The price per share of the Warrant Stock as adjusted from time
to time as hereinafter set forth is sometimes referred to as the “Exercise Price.” The Holder
hereof may exercise this Warrant as to all or any portion of the shares of the Warrant Stock which
such Holder shall have the right to acquire hereunder. This Warrant is the Warrant referred to in
that certain Subscription Agreement of even date herewith (the “Subscription Agreement”) between
the Company and the Holder.



     (a) Exercise of Warrant. This Warrant may be exercised by presentation and surrender
hereof to the Company with the Exercise Notice attached hereto as Annex A. The Warrant
shall be deemed to have been exercised when (i) the Company has received this Warrant, together
with a completed Exercise Notice, and (ii) the Company has received payment in the amount of the
applicable Exercise Price, notwithstanding that certificates representing such shares of Common
Stock shall not then be actually delivered to the Holder. If the stock transfer books of the
Company shall be closed on the date of receipt of this Warrant, the Exercise Notice and the
Exercise Price as aforesaid, the Holder shall be deemed to be the holder of such shares of Common
Stock on the next succeeding day on which the stock transfer books of the Company shall be opened.
If



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this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant
for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase
the balance of the shares purchasable hereunder. In the event this Warrant shall not be exercised
on or before 2 (two) years after the date of issue, this Warrant shall become void and all rights
hereunder shall cease.



          (1) Method of Payment. Holder may pay the applicable Exercise Price by cash, check or
cash equivalent.




          (2) Expenses of Issuance. The Company shall issue the shares of Common Stock upon
exercise of this Warrant without charge to Holder for any issuance tax or other cost incurred by
the Company in connection with such exercise and the related issuance of the shares of Common
Stock. Each of the shares of Common Stock shall, upon payment of the Exercise Price therefor, be
fully paid and nonassessable and free from all liens and charges with respect to the issuance
thereof.




          (3) Withholding Taxes. Holder shall satisfy any federal, state, local or foreign
withholding tax obligations arising from the exercise of the Warrant or the subsequent disposition
of the Shares.




     (b) Reservation of Shares. The Company agrees that at all times there shall be
authorized and reserved for issuance upon exercise of this Warrant such number of shares of its
Common Stock as shall be required for issuance or delivery upon exercise of this Warrant.



     (c) Fractional Shares. This Warrant shall be exercisable in such manner as not to
require the issuance of fractional shares or scrip representing fractional shares. If, as a result
of adjustment in the Exercise Price or the number of shares of Common Stock to be received upon
exercise of this Warrant fractional shares would be issuable, no such fractional shares shall be
issued. In lieu thereof the Company shall pay the Holder an amount in cash equal to such fraction
multiplied by the current market value of one share of Common Stock. The current value shall be an
amount, not less than twice book value, determined in such reasonable manner as may be prescribed
by the Board of Directors of the Company, such determination to be final and binding on the Holder.



     (d) Exchange or Assignment of Warrant. Holder may not, directly or indirectly,
voluntarily or involuntarily, sell, assign, transfer, pledge, hypothecate, encumber or otherwise
dispose of, voluntarily or involuntarily, directly or indirectly (each, a “Transfer”) this Warrant,
except that Holder may transfer the Warrant to Holder’s spouse and direct descendants of Holder,
and the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of
Holder’s estate upon death (each, a “Permitted Transferee”); provided, however, that (x) any such
Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement with
respect to the Shares and (y) any transfer to a Permitted Transferee shall not be in violation of
applicable federal or state securities laws.



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     (e) Rights of the Holder; Limitation on Liability. The Holder shall not, prior to
exercise of this Warrant, by virtue hereof, be entitled to any rights of a shareholder in the
Company, either at law or equity, and the rights of the Holder are limited to those expressed in
the Warrant. No provision hereof, in absence of an affirmative action by the Holder to purchase
the Warrant Stock, and no enumeration herein of rights or privileges by the Holder, shall give rise
to any liability of the Holder for the Exercise Price of the Warrant Stock.



     (f) Adjustment of Exercise Rights. The Exercise Price or the number of shares of
Common Stock to be received upon the exercise of this Warrant, or both shall be subject to
adjustment from time to time as follows:



          (l) Dividends. In case any additional shares of Common Stock or any obligation or
stock convertible into or exchangeable for shares of Common Stock (such convertible or exchangeable
obligations or stock being hereinafter called “Convertible Securities”) shall be issued as a
dividend on any class of stock of the Company, such shares or Convertible Securities, the Exercise
Price then in effect shall be increased proportionately and the number of shares of Warrant Stock
then exercisable hereunder shall be decreased proportionately. Anything herein to the contrary
notwithstanding, the Company shall not be required to make any adjustment in the Exercise Price in
the case of the issuance at any time or from time to time of any shares of Common Stock pursuant to
any exercise of this Warrant.




          (2) Effect of “Split-ups” and “Split-down” and Certain Dividends. In case at any time
or from time to time the Company shall subdivide as a whole, by reclassification, by the issuance
of a stock dividend on the Common Stock payable in Common Stock, or otherwise, the number of shares
of Common Stock then outstanding into a greater number of shares of Common Stock, with or without
par value, the Exercise Price then in effect shall be reduced proportionately, and the number of
shares of Warrant Stock then exercisable hereunder shall be increased proportionately. In case at
any time or from time to time the Company shall consolidate as a whole, by reclassification or
otherwise, the number of shares of Common Stock then outstanding into a lesser number of shares of
Common Stock, with or without par value, the Exercise Price then in effect shall be increased
proportionately and the number of shares of Warrant Stock then exercisable hereunder shall be
decreased proportionately.




          (3) Statement of Adjusted Exercise Price. Whenever the Exercise Price is adjusted
pursuant to any of the foregoing provisions of this Section (f), the Company shall forthwith
prepare a written statement signed by the President or the Treasurer of the Company, setting forth
the adjusted Exercise Price and any adjustment in the number of shares purchasable hereunder,
determined as provided in this Section (f), and in reasonable detail the facts requiring such
adjustment. Such statement shall be filed among the permanent records of the Company, shall be
furnished to the Holder of each Warrant upon request, and shall be open to inspection by the
Holders of the Warrants during normal business hours.




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          (4) Effect of Merger or Consolidation. In case the Company shall enter into any
consolidation with or merger into any other corporation wherein the Company is not the surviving
corporation, or sell or convey its property as an entirety or substantially as an entirety and in
connection with such consolidation, merger, sale or conveyance shares of stock or other securities
shall be issuable or deliverable in exchange for the Common Stock of the Company, the Holder of any
Warrant shall thereafter be entitled to purchase pursuant to such Warrant (in lieu of the number of
shares of Common Stock which such Holder would have been entitled to purchase immediately prior to
such consolidation, merger, sale or conveyance) the shares of stock or other securities to which
such number of shares of Common Stock would have been entitled at the time of such consolidation,
merger sale or conveyance, at an aggregate Exercise Price equal to that which would have been
payable if such number of shares of Common Stock had been purchased immediately prior thereto. In
case of any such consolidation, merger, sale or conveyance, appropriate provision (as determined by
resolution of the Board of Directors of the Company with the approval of the Holder) shall be made
with respect to the rights and interests thereafter of the Holders of Warrants, to the end that all
the provisions of the Warrants (including adjustment provisions) shall thereafter be applicable, as
nearly as reasonably practicable, in relation to such stock or other securities.




          (5) Reorganization and Reclassification. In case of any capital reorganization or any
reclassification of the capital stock of the Company (except as provided in Subsection (2) of this
Section (f)); the Holder of any Warrant shall thereafter be entitled to purchase pursuant to such
Warrant (in lieu of the number of shares of Common Stock which such Holder would have been entitled
to purchase immediately prior to such reorganization or reclassification) the shares of stock of
any class or classes or other securities or property to which the holder of such number of shares
of Common Stock would have been entitled at the time of such reorganization or reclassification, at
an aggregate Exercise Price equal to that which would have been payable if such number of shares of
Common Stock had been purchased immediately prior to such reorganization or reclassification,
appropriate provision (as determined by resolution of the Board of Directors of the Company with
the approval of the Holder) shall be made with respect to the rights and interest thereafter of the
Warrants (including adjustment provisions) shall thereafter be applicable, as nearly as reasonably
practicable, in relation to such stock or other securities or property.




          (6) Distributions. In case the Company shall make any distribution of its assets to
holders of its Common Stock as a liquidation or partial liquidation dividend or by way of return of
capital, or other than as a dividend payable out of earnings or any surplus legally available for
dividends under the laws of the State of California, then the Holder of this Warrant who thereafter
exercises the same as herein provided after the date of record for the determination of those
holders of Common Stock entitled to such distribution of assets, shall be entitled to receive for
the purchase price of the shares of Common Stock stated in this Warrant, in addition to the Shares
of Common Stock, the amount of such assets (or at the option of the Company, a sum equal to the
value thereof at the time of such distribution to holders of Common Stock, as such value

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is determined by the Board of Directors of the Company in good faith), which would have been
payable to such Holder had he been the holder of record of such shares of Common Stock on the
record date for the determination of those entitled to such distribution.




          (7) Dissolution or Liquidation. In case the Company shall liquidate or wind up its
affairs, the Holder of this Warrant shall be entitled, upon the exercise thereof, to receive, in
lieu of the shares of Common Stock of the Company which it would have been entitled to receive, the
same kind and amount of assets as would have been issued, distributed or paid to it upon any such
dissolution, liquidation or winding up with respect to such shares of Common Stock of the Company,
had it been the holder of record of such shares of Common Stock on the record date for the
determination of those entitled to receive any such liquidating distribution; provided, however,
that all rights under this Warrant shall terminate on a date fixed by the Company, such date to be
not earlier than the date of commencement of proceedings for dissolution, liquidation or winding up
and not later than 30 days after such commencement date, unless the Holder shall have, prior to
such termination date, exercised this Warrant. Notice of such termination of rights under this
Warrant shall be given to the last registered Holder hereof, as the same shall appear on the books
of the Company, by mail at least 30 days prior to such termination date. In the event of such
notice the Holder may exercise this Warrant prior to the fifth anniversary hereof.




     (g) Limitations on Transfer of Warrant Stock. The Warrant Stock issuable pursuant
hereto has not been registered under the Act. Accordingly, by acceptance hereof the Holder agrees
that:



          (l) It will acquire the Warrant Stock issuable pursuant hereto to be held as an investment and
that it will not attempt to sell, distribute or dispose of the same except pursuant to this
agreement and:





(a) pursuant to a registration statement filed and rendered effective under the
Act; or




(b) pursuant to a specific exemption from registration under the Act.



          (2) There shall appear on the certificate or certificates evidencing any Warrant Stock issued
pursuant hereto a legend as follows:




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THIS SECURITY HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD,
ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE AND THE CORPORATION SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF
SUCH EXEMPTION REASONABLY SATISFACTORY TO THE CORPORATION (WHICH MAY INCLUDE, AMONG OTHER
THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION).




     (h) Company shall cover all shares which may be issued to the Holder under the terms of this
Warrant in the registration statement to be filed by the Company.



     (i) Notices. All notices, payments, requests and demands and other communications
required or permitted under this Warrant shall be deemed to have been duly given, delivered and
made if in writing and if served either by personal delivery to the party for whom it is intended
or by being deposited, postage prepaid, certified or registered mail return receipt requested to
the address shown below or such other address as may be designated in writing hereafter by such
party:



                    If to the Company:




                         Save The World Air, Inc.

                         Eugene E. Eichler, CEO

                         5125 Lankershim Boulevard

                         North Hollywood, California 91601




                    With a copy to:




                         Lance Jon Kimmel, Esq.

                         SEC Law Firm

                         11693 San Vicente Boulevard, Suite 357

                         Los Angeles, California 90049




                    If to the Holder:




                                                                                     




                                                                                     




                                                                                     




                                                                                     




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                    With a copy to:




                                                                                     




                                                                                     




                                                                                     




                                                                                     




     (i) Governing Law. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the State of New York.



     (j) Controversy. In the event of any controversy, claim or dispute between the parties
hereto, arising out of or relating to this Warrant, the prevailing party shall be entitled to
recover from the non-prevailing party reasonable expenses, attorneys’ fees, and costs.



     (k) Further Assurances. The parties agree to execute, acknowledge and deliver any and
all such other documents and to take any and all such of the action as may, in the reasonable
opinion of either of the parties hereto be necessary or convenient to efficiently carry out any or
all of the purposes of this Warrant.



     (l) Severability. Each and all provisions of this Warrant deemed to be prohibited by
law or otherwise held invalid shall be ineffective only to the extent of such prohibition or
invalidity and shall not invalidate or otherwise render ineffective any or all of the remaining
provisions of this Warrant.



     (m) Parties in Interest. Assignment. The Company may assign any and all of its rights
under this Agreement to its successors, and this Agreement shall inure to the benefit of, and be
binding on, the successors of the Company. Subject to the restrictions on transfer herein set
forth, this Agreement shall be binding upon the Holder and his heirs, executors, administrators,
successors and assigns.



     (n) Entire Agreement. This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof and supercedes in its entirety all prior undertakings and
agreements of the Company and the Holder with respect to the subject matter hereof, and may not be
modified adversely to the Holder interest except by means of a writing signed by the Company and
the Holder.



[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the Company has caused this instrument to be signed as of the
                                        , 2005.



SAVE THE WORLD AIR, INC.




By:                                                             




Its:                                                             




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